BISA DELEGATE AND VIP PASSES– TERMS AND CONDITIONS

These terms and conditions (the “T&Cs”) apply to individuals (“Customers”) who purchase delegate passes for Broadband Infrastructure Symposium Africa (“BISA”) events (“Delegate Passes”) via this website or by other means, including by bank transfer or payment by check. Relevant parts of these T&Cs also apply to persons who accept VIP Passes or Media Partner Passes (as defined in Clause 17) to BISA.

1.Definitions

The following terms, when capitalized, will have the following meanings in these T&Cs:

"Business Day" means a day, other than a Saturday, Sunday or a District of Columbia bank holiday, when banks in the District of Columbia are open for business to the public.

"Credit Card Account" is a credit card account related to the VISA credit card, MasterCard credit card or any other credit card issued by an authorized financial institution that a Consumer authorizes HIP Consult (and any party authorized by HIP Consult) to charge against in order to pay for Delegate Passes. HIP Consult, in its sole discretion, may determine, from time to time, which types of credit cards it accepts as payment methods for Delegate Passes.

"Debit Card Account" is a debit card account issued by an authorized credit institution that a Consumer authorizes HIP Consult (and any party authorized by HIP Consult) to debit in order to pay for Delegate Passes. HIP Consult, in its sole discretion, may determine, from time to time, which types of debit cards it accepts as payment methods for Delegate Passes.

(ii)in construing these T&Cs general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words and any reference to the word “include” or “including” is to be construed without limitation;

(iii)any reference to a person includes his/her successors, personal representatives and permitted assigns; and

(iv)if any action or duty to be taken or performed under any of the provisions of these T&Cs would fall to be taken or performed on a day which is not a Business Day such action or duty shall be taken or performed on the Business Day next following such day.

3.Provision of Delegate, VIP and Media Partner Passes

HIP Consult will provide the Consumer with Delegate, VIP and/ or Media Partner Passes upon the terms of these T&Cs.

4.Eligibility to Purchase Passes

In order to purchase Delegate Passes via the Website,

(i)the Consumer must provide information requested (as set out in the BISA Privacy Policy) and have a valid and active e-mail address;

(ii)the Consumer must have a valid Credit Card Account and/or Debit Card Account and must be authorized to use this Credit Card Account and/or Debit Card Account; and

(iii)the Consumer must be at least 18 years of age.

A Consumer, whether or not he/she is purchasing Delegate Passes via the Website or other means, may not be resident in any country against which the United States has currently imposed a trade embargo. The Consumer must have full authorization to conclude the purchase of Delegate Passes. Other restrictions may apply.

5.Provision and Verification of Information

HIP Consult obtains, verifies, and records information that identifies each Consumer. The details regarding this information are found in the BISA Privacy Policy.

As part of the purchase of the Delegate Passes, personally identifiable information about the Consumer will be required, such as a name and an e-mail address that will help HIP Consult to identify the Consumer.

6.Paying for Delegate Passes

A. Pass Price

For each sale of Delegate Passes, a relevant pass price (“Pass Price”) will be indicated prior to purchase on the Website or on any relevant marketing literature. This Pass Price is exclusive of any applicable sales tax or other taxes. Sales Tax is charged where applicable. The Consumer acknowledges that he/she is to pay Sales Tax and any taxes or similar applicable charges associated with his/her purchase and assume all risks, liabilities or responsibilities in connection with said statutory payments and/or any variation in the rates thereof.

The Pass Price is charged in accordance with the currency specified by HIP Consult. The Customer acknowledges that he/she is to assume all risks, liabilities or responsibilities associated with any fluctuations in exchange rates.

The Pass Price may be changed by HIP Consult at any time. However, HIP Consult will never change a Pass Price so as to affect the Pass Price charged to the Consumer at time of purchase.

B. Payment Authorization

To initiate payment for each Delegate Pass via the Website, the Consumer will be directed to Stripe, Inc. a secure, third party website for payment, which is processing HIP Consult’s Credit Card and Debit Card transactions. The terms and conditions and privacy policy of Stripe where relevant will apply to the actual payment process. HIP Consult will provide Stripe the data inputted by the Customer in his/her purchase request, and the Customer hereby expressly consents to HIP Consult disclosing such information to Stripe. Further, Stripe may collect information directly from Customer via cookies or other means. The Customer hereby expressly consents to Stripe collecting, using, retaining and disclosing this information.

Alternatively, the Customer may purchase Delegate Passes by making a wire transfer of the Pass Price and any relevant Sales Taxes to HIP Consult’s bank account as indicated on the relevant invoice.

The Consumer also hereby authorizes Stripe to debit from his/her Debit Card Account or charge against his/her Credit Card Account the Pass Price and relevant Sales Tax. Whether the purchase is made by debit of a Debit Card Account or by a charge on a Credit Card Account, the funds or credit, as applicable, must be available in the Debit Card or Credit Card Account. If paying by Credit Card Account, the Credit Card Account will be charged as soon as the Customer’s payment details are entered on the Website for purchase of the Delegate Passes and the Customer confirms and approves the transaction. If paying by Debit Card Account, the Debit Card Account will be debited as soon as the Customer’s payment details are entered for purchase of the Delegate Passes on the Website and the Customer confirms and approves the transaction.

The Customer will receive a receipt at the conclusion of the transaction.

7.Accessing BISA

An order code will be provided to the Consumer in the e-mailed transaction receipt following the purchase of the Delegate Passes. A Consumer who wishes to attend BISA after purchasing a Delegate Pass is required to provide this order code (or copy of an emailed transaction receipt) and his/ her name at the entrance of the relevant BISA in order to obtain access to that relevant BISA.

VIP Pass Holders and Media Partner Pass Holders, after registering on the Website for the VIP Pass and/or Media Partner Pass, will be placed on a list and both VIP Pass Holders and Media Partner Pass Holders are required to identify themselves at the entrance of the relevant BISA in order to obtain access to that relevant BISA.

8.Consumer’s Obligation to Provide Complete and Accurate Information

The Consumer represents and warrants that all information he/she has provided to HIP Consult, including but not limited to all data entered in connection with any purchase and all payment information, will be complete, accurate and up to date at all times. HIP Consult is entitled to rely on any information the Consumer provides and the Consumer agrees to update his/her information if it changes by sending an email to info@hipconsult.com.

The Consumer acknowledges that if, for any reason, the information provided by him/her is inaccurate, invalid or incorrect, HIP Consult shall, nonetheless, be entitled to continue to charge/debit the relevant Credit Card or Debit Card and that the Consumer shall be responsible for any outstanding, uncollected amounts as well as all charges and expenses incurred as a result of said charge/debit.

HIP Consult also reserves the right to take steps to verify the information provided by the Consumer, although it is not required to do so. If HIP Consult is unable to verify the information provided by the Consumer, a Delegate Pass may not be issued. IF A CONSUMER PROVIDES FALSE INFORMATION, THE PURCHASE MAY BE CANCELLED. IN ADDITION, HE/SHE MAY BE SUBJECT TO CIVIL AND CRIMINAL PENALTIES.

9.Cost of Collection and Credit Card Chargebacks

The Consumer undertakes to indemnify HIP Consult for all reasonable costs and expense incurred by it in its efforts to collect any unpaid or past due amounts, including, but not limited to, reasonable attorneys' fees and other associated costs. Delinquent payments shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the due date for payment and until payment is received by HIP Consult in full. In addition, the Consumer acknowledges and agrees that in case he/she purchases Delegate Passes with a Credit Card and then subsequently requests his/her Credit Card issuer to reverse the payment for such Delegate Passes, then HIP Consult shall be entitled to invalidate the Delegate Passes until such time as the Consumer reimburses HIP Consult the amount of the fees HIP Consult is charged by the Credit Card issuer for such a chargeback.

10.Refunds

Subject to applicable law, please see Clause 17D for further details regarding refunds.

HIP Consult reserves the right to refuse any request for refund if it reasonably believes that the Consumer is in breach of any of these or other terms and conditions applicable to the use of Delegate Passes or he/she is willfully trying to exploit this refund policy. If the Consumer believes that HIP Consult has mischarged or mis-debited him/her, he/she may contact HIP Consult at info@hipconsult.com. within 60 days of said charge/debit, and HIP Consult will check the inquiry. No refunds shall be given for any charges after the passage of 60 days.

11.Consumer Liability

The Consumer agrees to review and verify regularly and promptly all disclosures and respective debits for payment thereof from his/her Debit Card Account and charges against his/her Credit Card, on the statements the Consumer receives from the financial institution holding his/her Debit Card Account or issuing his/her Credit Card.

The Consumer must contact HIP Consult AT ONCE by sending an email to info@hipconsult.com if he/she believes if any debit of his/her Debit Card Account and/or any charge to his/her Credit Card has been made relating to the purchasing of Delegate Passes that is erroneous or unauthorized.

If the Consumer informs HIP Consult within four Business Days of becoming aware of (i) the unauthorized or erroneous debiting of his/her Debit Card Account, and/or (ii) the unauthorized or erroneous charging of his/her Credit Card Account, HIP Consult will refund the Consumer for any further Delegate Passes purchased with that Debit Card or Credit Card. The Consumer remains liable for all losses suffered prior to notification to HIP Consult of such a loss, theft or unauthorized or erroneous use, debiting, and/or charging. If HIP Consult is not notified by the Consumer of such a loss, theft or unauthorized or erroneous use, debiting, charging and/or transfer within the four Business Days period indicated above, then HIP Consult is not liable for any losses suffered by the Consumer. This provision does not cover any losses suffered by the Consumer due to any fraud committed by any HIP Consult employee.

12.Customer Support

HIP Consult will provide the Consumer with customer service via email at info@hipconsult.com to resolve any issues relating to his/her purchase of Delegate Passes and the processing of Credit Cards or Debit Cards.

13.Modification in Terms Notice

In the future, we may change these T&Cs; we will post changes on this URL and note the effective date so that you are always aware of the current T&Cs that apply to your purchase of Delegate Passes and/or your obtainment of VIP and/ or Media Partner Passes. These T&Cs were last updated on January 27, 2016.

14.Termination

HIP Consult may, without notice (except as required by law) and without liability to the Consumer, refuse to honor any instruction for the purchase of a Delegate Pass at any time if: (a) the Consumer attempts to charge/debit funds from a Debit Card Account or Credit Card Account that does not belong to the Consumer or from a Debit Card Account which does not have sufficient available funds, or if the Consumer is paying by Credit Card, there is an insufficient available line of credit; (b) the Consumer’s financial institution attempts to charge back or reverse a purchase of a Delegate Pass on the basis of a dispute related to a purchase; (c) the Consumer provides incorrect or false information about him/herself, his/her Debit Card Account or Credit Card Account; (d) the Consumer attempts to tamper, hack, modify or otherwise corrupt the security or functionality of the Website; (e) HIP Consult receives conflicting claims regarding ownership of, or the right to withdraw funds from, a Debit Card Account or Credit Card Account; (f) the Consumer has breached a term or condition of these T&Cs, or any representation or warranty that the Consumer makes under these T&Cs is false; or (g) HIP Consult believes that any Delegate Pass purchase may be fraudulent or impermissible, violates any applicable law, rule or regulation or otherwise exposes the Consumer or HIP Consult to risk of loss.

15.Indemnification

The Consumer agrees to indemnify and hold HIP Consult, its parent, its affiliates, its licensors, its suppliers, and each of their directors, officers, agents, contractors, partners, employees, licensors, and suppliers harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with his/her attendance at a BISA event, his/her conduct in connection with BISA or any violation of these T&Cs or of any law or the rights of any third party.

16.Use of Information and Disclosure to Others

The Consumer agrees that any information about the Consumer, his/her Delegate Pass, his/her Debit Card Account and/or Credit Card Account, that the Consumer provides or that HIP Consult otherwise receives in connection with Delegate Pass may be provided to any party designated by HIP Consult to perform its obligations under these T&Cs, HIP Consult's Service Providers and parties working with those Service Providers in accordance with the BISA Privacy Policy and as allowed by law.

In particular, HIP Consult may share such information with third party Service Providers including financial institutions and other independent contractors that HIP Consult partners with that allow the Consumer to purchase Delegate Passes, including Stripe, Inc, which is processing HIP Consult’s Credit Card and Debit Card transactions. In this case HIP Consult will only provide the data inputted by the Consumer in his/her purchase request to Stripe or any other third party provider, and the Consumer hereby expressly consents to HIP Consult to disclose such information to Stripe or any other third party provider. Further, Stripe or a third party provider may collect Information directly from Consumers via cookies or other means. The Consumer hereby expressly consents to Stripe or a third party provider collecting, using, retaining and disclosing this information. This data will be held by Stripe or any other third party provider only for the purpose of affecting the purchase as set out in Stripe’s or that third party provider's privacy policy.

17.Specific Provisions for Delegate, VIP and Media Partner Passes

A.Definitions and Interpretation

In this Section, the following terms have the following meanings:

“Client” means the person, firm, company or entity who has purchased the Delegate Pass(es) or has received a complimentary pass (the “VIP Pass Holder”) or media partner pass (“Media Partner Pass Holder”);

“Force Majeure Event” means any event arising that is beyond the reasonable control of HIP Consult (including but not limited to participant cancellation or withdrawal, contractor or supplier failure, venue damage or cancellation, industrial dispute, governmental regulations or action, military action, fire, flood, disaster, civil riot, acts of terrorism or war);

““Media Partner Pass” means a pass to the Event provided without payment to specific persons representing the media; the issuance of Media Partner Passes is at the discretion of HIP Consult;

“No Show Fee” means a fee that HIP Consult may charge VIP Pass Holders if they do not present themselves at the Event;

“Owners” means the owners and/or management of the Venue;

“Pass Fees” means the Pass Price plus any relevant Sales Tax;

“Representatives” means the employees, agents, sub-contractors and other representatives of a party;

“VIP Pass” means a pass to the Event provided to certain specific persons without payment; the issuance of VIP Passes is at the discretion of HIP Consult; and

“Venue” means the venue at which the Event is held, as initially set out on the Event Website.

B.Client’s General Obligations

The Client shall comply with all laws or regulations or guidelines of any competent authority and any terms and conditions or reasonable instructions or directions issued by HIP Consult or the Owners (including, without limitation, in relation to health and safety and security requirements).

The Client warrants that it has the right, title and authority (including, without limitation, that it has the necessary licenses) to purchase the Delegate VIP Pass.

The Client and its Representatives must, at all times, conduct themselves in an orderly manner and must not act in any manner which causes offence, annoyance or inconvenience to the sponsors, the Owner, HIP Consult or any visitors/delegates to the Event.

The Client is required to be adequately insured to participate in the Event. The Client shall itself take out and maintain at all times both public liability and employee liability insurance against personal injury, death and damage to or loss of property for not less than £2,000,000 or US dollar equivalent at time of the Event per occurrence or claim. HIP Consult shall be entitled to inspect the Client’s insurance policy on request.

The Client is solely responsible for obtaining passports, visas and other necessary documentation for entrance into the country where the Event is held. If the Client cannot attend the Event due to a failure to obtain such documentation, the Pass Fees shall remain payable in full and will not be refunded.

The Client consents to its details (including, without limitation, its name or any other material or information supplied to HIP Consult by the Client) being provided to the Event sponsors.

The Client shall not (and shall procure that its Representatives shall not) do or permit anything to be done that which might adversely affect the reputation or brand of HIP Consult, the Owners or the Event or make any statement that is defamatory, disparaging or derogatory to HIP Consult, the Owners or the Event.

The Client shall not (and shall procure that its Representatives shall not) cause or permit any damage to the Venue or any part thereof or to any fixtures or fittings which are not the property of the Client.

All unauthorised photography and the recording or transmitting of audio or visual material, data or information is expressly prohibited. The Client consents to the filming, sound recording and photography of the Event, which may include the Client’s Representatives, and the Client consents to the use by HIP Consult of any such filming, sound recording or photography anywhere in the world for promotional, marketing and other purposes.

C. Special Provisions concerning VIP Passes

HIP Consult reserves the right to charge a VIP Pass Holder a No Show Fee if he/she does not inform HIP Consult in writing, up to 30 days prior to the Event, that he/she is cancelling his/her attendance at the Event. This No Show Fee may be up to the equivalent of 25% of the Delegate Pass Price to the given Event, and, if charged at HIP Consult’s discretion, will be invoiced to the VIP Pass Holder within 7 days after the holding of the Event. The VIP Pass Holder agrees to pay any such No Show Fee with 15 days of receipt of the invoice, as such a charge would be a fair assessment of the damage his/her absence at the Event would cause to HIP Consult. This Clause does not apply if the VIP Pass Holder is prevented from attending due to a Force Majeure Event (as defined in in 17A) or if he/she can provide written proof of an illness or an accident that prevented his/her attendance at the Event.

D. Changes to the Event and Cancellation

HIP Consult reserves the right at any time and for any reason to change the format, content, venue and timings of the Event (including, without limitation, any installation and dismantling periods) without liability.

Without prejudice to Clause 17 F below, HIP Consult reserves the right to change the date of the Event or cancel the Event at any time and for any reason and, thereafter, the following conditions (as applicable) shall apply:

1. In the event that the date of the Event is changed or where the Event is cancelled for the current year but is reasonably expected to be held in the following year, these T&Cs will continue in full force and effect and the obligations of the parties shall be deemed to apply to the Event on the new date (or the Event in the following year as the case may be) in the same way that they would have applied to the original Event.

2. Where the Event is cancelled and is not reasonably expected by HIP Consult to be held in the following year, HIP Consult will refund, without liability, the Pass Fees, minus any credit or debit card processing fee.

To the fullest extent permitted by law, HIP Consult shall not be liable to the Client for any loss, delay, damage or other liability incurred resulting from or arising in connection with the changing of the date of the Event or the cancellation of the Event, howsoever arising. The Client acknowledges that provisions of this Clause set out the Client’s sole remedy in the event of the changing of the date of the Event or the cancellation of the Event by HIP Consult and all other liability of HIP Consult is hereby expressly excluded.

E. Liability and Indemnity

HIP Consult nor any affiliates do not make any warranty as to the Event in general and in particular in relation to: (i) the presence or absence or location of any sponsor or potential sponsor; or (ii) the benefit or outcome (commercial or otherwise) that the Client may achieve as a result of attending the Event. Except as set out in these Conditions, to the fullest extent permitted by law, HIP Consult excludes all conditions, terms, representations and warranties relating to the Event, whether imposed by statute or by the operation of law or otherwise, that are not expressly stated herein.

Neither HIP Consult nor any affiliates shall be liable to the Client for any loss or damage suffered or incurred by the Client in connection with the provision of (or failure wholly or partly of) any services or goods provided by third parties in connection with the Event, including, without limitation, in relation to the provision of utilities, freight shipment, work undertaken by third party contractors (whether or not HIP Consult sub-contractors) and services provided by the Venue owners.

From time to time, HIP Consult, the Owners and each of their Representatives may enter the Venue at any time to carry out works, repairs or alterations or for any other purposes which they deem necessary (“Works”). To the fullest extent permitted by law, HIP Consult, the Owners and each of their Representatives shall not be liable for any damage, loss or inconvenience, howsoever arising, and suffered by the Client and/or its Representatives by reason of any act or omission relating to the Works.

Neither HIP Consult nor any affiliates shall be liable for any actual or alleged indirect loss or consequential loss howsoever arising suffered by the Client including but not limited to loss of profits, anticipated profits, savings, loss of business revenue, loss of business, loss of opportunity, loss of goodwill, or any other type of economic loss.

Neither HIP Consult nor any affiliates shall have any responsibility or liability for any loss (or theft) of or damage to the person, property and effects of the Client or its Representatives; and HIP Consult’s maximum aggregate liability to the Client in connection with the Event shall be limited to the total amount of the Pass Fees.

The Client shall indemnify HIP Consult and keep HIP Consult fully and effectively indemnified against any loss of or damage to any property or injury to or death of any person caused by any act or omission of the Client, its Representatives or its invitees.

Nothing in these Conditions shall exclude or limit liability which cannot be excluded by the applicable law.

F. General

Without prejudice to 17D above, if, by reason of any Force Majeure Event HIP Consult is delayed in or prevented from performing any of its obligation under these T&Vs, then such delay or non-performance shall not be deemed to be a breach of the T&Cs and no loss or damage shall be claimed by the Client by reason thereof. For the avoidance of doubt, nothing in clause shall excuse the Client from the payment of the Pass Fees, if applicable.

HIP Consult reserves the right to refuse any person entry to the Event or to remove any person from the Event at any time.

18.Assignment

The Consumer, the VIP Pass Holder and/or the Media Partner Pass Holder may not assign these T&Cs to any other party. HIP Consult may assign these T&Cs or delegate certain of its rights and responsibilities under these T&Cs to third parties without notice to the Consumer, the VIP Pass Holder, and/or the Media Partner Pass Holder.

19. Miscellaneous

These T&Cs constitutes the entire agreement between the Consumer, the VIP Pass Holder and/or the Media Partner Pass Holder and HIP Consult regarding the Delegate Passes, the VIP Passes, and/or the Media Partner Passes, and supersedes any prior agreements between the Consumer, the VIP Pass Holder and/or the Media Partner and HIP Consult to the extent that they might otherwise apply to the Delegate Passes, the VIP Passes and/or the Media Partner Passes.

If any provision of these T&Cs is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these T&Cs and shall not affect the validity and enforceability of any remaining provisions.

These T&Cs and the relationship between the Consumer, the VIP Pass Holder, and/ or the Media Partner Pass Holder and HIP Consult shall be governed by and construed in accordance with the laws of the District of Columbia without regard to its conflict of law provisions.

The Consumer, the VIP Pass Holder, and/ or the Media Partner Pass Holder agree that the courts of the District of Columbia shall have exclusive jurisdiction to hear and determine any suit, action or proceedings that may arise out of or in connection with these T&Cs and for such purposes irrevocably submits to the jurisdiction of such courts.

The Consumer, the VIP Pass Holder, and/ or the Media Partner Pass Holder agree that to the extent any statute or law to the contrary may be modified hereby, any claim or cause of action arising out of or related to the Delegate Passes, the VIP Passes, the Media Partner Passes, or these T&Cs must be filed within one (1) year after such claim or cause of action arose or it will be forever barred.

No waiver by HIP Consult of any breach or default by the Consumer, the VIP Pass Holder, and/ or the Media Partner Pass Holder under these T&Cs shall be deemed to be a waiver of any preceding or subsequent breach or default.

No provision of these T&Cs provides any person or entity not a party to these T&Cs with any remedy, claim, liability, reimbursement, or cause of action, or creates any other third party beneficiary rights.